EXHIBIT 10.7


                  EXCLUSIVE MASTER BROKER WHOLESALE DISTRIBUTOR
                                        &
                       NON EXCLUSIVE NATIONAL CHAIN BROKER
                                    AGREEMENT

         This  AGREEMENT  dated the 22, day of July  1994,  by and  between  The
Quigley  Corporation  having its principal place of business located at 10 South
Clinton Street,  Doylestown in the state of Pennsylvania  hereinafter called the
COMPANY and/or their assigns, AND Russell Mitchell having its principal place of
business  located  at  9727  Sylvan  Shore  Drive,  Minocqua,  in the  state  of
Wisconsin, hereinafter called the BROKER.

                                   WITNESSETH:

         That the COMPANY does hereby  appoint the BROKER as Sales  Agent/Broker
and the BROKER hereby accepts the appointment subject to the following terms and
conditions.

                  1: The BROKER shall faithfully,  diligently and to the best of
its  ability,  endeavor  to promote  and extend the sales of the COMPANY and its
products  to its  customers  both  existing  and  prospective  in the  territory
hereafter described.

                  2: The territory of the BROKER shall be as follows:

                            United States of America

                  3:  The  BROKER  shall  be  considered  to be a NON  EXCLUSIVE
COMMISSIONED  agent of the  COMPANY  within  said  territory,  in the pursuit of
establishing  the sale of its products,  to any  acceptable  national  chain and
shall  also be  considered  EXCLUSIVE  MASTER  BROKER  in the  establishment  of
national wholesalers.

                  4: The BROKER  shall be entitled to receive  commissions  upon
all shipments in the territory  whether by the BROKER acting as sales agent,  or
by direct orders of its established customers to the COMPANY, or otherwise.

                  5: It shall be the responsibility of the BROKER to provide the
COMPANY with active and continuous  sales  representation  in the territory,  by
personal or actual appointed  salesman contact with its customers,  or entities,
both  existing  and  prospective.  Confirmed  Customers  of the BROKER  shall be
identified in "Schedule A" of this agreement, to which further customers will be
added as they are established.  The BROKER further agrees to maintain procedures
and records to assure  systematic,  repeated and complete coverage of its client
base.

<PAGE>

                  6: It shall be the  responsibility  of the  COMPANY to provide
products directly to the BROKER'S customers, based upon receipt of an acceptable
instrument  of  payment  and  to  fulfill  all  orders   exceeding  the  minimum
requirements as identified in "Schedule B" of this agreement, Commissions, Terms
and Procedures.

                  7: The BROKER  shall keep the  COMPANY  properly  advised  and
informed as to the general conditions which pertain to or affect the sale of its
line.  The BROKER agrees to comply with such  directives as may be issued by the
officers of the COMPANY to carry out its  policies in dealing  with the customer
trade,  provided and in so far as such directives are not inconsistent  with the
terms, conditions and understanding of this Agreement.

                  8:  The  COMPANY   will  keep  the  BROKER   informed  of  all
communications  between it and the Brokers'  customers;  will furnish the BROKER
with  copies of all  customer  correspondence;  at  pre-determined  prices,  the
COMPANY  shall  furnish the BROKER with the  necessary  product  price lists and
other sales aids in sufficient quantity to fulfill requirements of its needs.

                  9: The COMPANY  shall pay to the BROKER a commission  upon all
shipments as identified in "Schedule B" of this  agreement,  Commissions,  Terms
and Procedures.  The term "shipments" shall mean orders for merchandise accepted
by the COMPANY but not including handling and shipping costs and credit
or discount charges.

                  10: Upon the COMPANY receiving payments,  it shall furnish the
BROKER  with a  weekly  commission  statement,  itemizing  commissions  due  and
payable.

                  11: The  COMPANY  shall  supply  samples at  wholesale  to the
BROKER. Samples which in the sole judgment of the COMPANY have significant value
must be returned by the BROKER after termination of this agreement.

                  12: The term of this  Agreement  shall be for a period of five
years,  FROM  July  22,  1994  TO  July  21,  1999,  such  Agreements  shall  be
automatically  renewed  for a similar  period  or  periods.  Any  breach of this
Agreement shall give the COMPANY, as well as the BROKER, the right upon fourteen
days notice by Fax,  US Regular  Mail,  or US  Registered  Mail to declare  this
agreement null and void, said declaration will not remove the BROKER'S rights to
receive commission due from accounts established by the BROKER,  during the term
of this Agreement,  assuming the BROKER is in communication  with,  services and
nurtures said accounts.

                  13: It is further  understood and agreed that the BROKER is an
independent  contractor  and that  neither  COMPANY nor BROKER  shall assume any
liability whatsoever, each for the other,

                                       -2-

<PAGE>
directly or indirectly.  It is also agreed that this  Agreement  shall not under
any  circumstances  create the relationship of joint venture between the parties
hereto.

                  14: (a) The laws of the  Commonwealth  of  Pennsylvania  shall
apply  and  bind  the  parties  in any  and  all  questions  arising  hereunder,
regardless  of the  jurisdiction  in  which  any  action  or  proceeding  may be
initiated or maintained. It is understood,  however, that this is a general form
of agreement and if any of its  provisions in any way violate or contravene  the
laws of any state or territory, such provisions shall be deemed not to be a part
of this Agreement and the remainder of this Agreement shall remain in full force
and effect.

                      (b)  Wherever  in this  Agreement  the  term  "by  written
notice" is used to indicate a means of notification from one party to the other,
it shall be understood to be by written notice via registered or certified mail,
return receipt required, to the last known address.

                      (c) This Agreement  shall supersede and cancel any and all
previous  options,  contracts,  arrangements  or  understandings  that  may have
existed or may exist between the parties and represents the entire understanding
of the parties.

         IN WITNESS  WHEREOF,  the  Principals  have caused this Agreement to be
signed by two duly constituted individuals or Principals.



BY: /S/ GUY QUIGLEY                           BY: /S/ RUSSELL MITCHELL
   ---------------------------                    --------------------
   President and CEO                              Russell Mitchell
   The Quigley Corporation


Date     3/4/96                              Date     3/8/96
-----------------------------                -------------------------

Witness /S/ CHARLES PHILLIPS                 Witness /S/ LYNN MITCHELL
----------------------------                 -------------------------

                                       -3-
<PAGE>

                                  SCHEDULE "A"

                   MASTER BROKER'S ESTABLISHED WHOLESALER BASE



         NAME:                  TYPE         PRODUCT               CONFIRMED
         -----                  ----         -------               ---------

Cardinal Health                 Wholesaler   Cold-Eeze               yes
Lotus Light                     Wholesaler   Cold-Eeze               yes
Foxmeyer                        Wholesaler   Cold-Eeze               yes
William Drug Co.                Wholesaler   Cold-Eeze               yes
F. Dohman Company               Wholesaler   Cold-Eeze               yes
Dakota Drug Co.                 Wholesaler   Cold-Eeze               yes
HMS Distributors                Wholesaler   Cold-Eeze               yes
Home Health Products Inc.       Wholesaler   Cold-Eezer Plus         yes
Northwestern Drug               Wholesaler   Cold-Eeze               yes
US Health Distributors          Wholesaler   Cold-Eeze               yes
Walker Drug Company             Wholesaler   Cold-Eeze               yes

                            ESTABLISHED CHAIN STORES

    NAME:             TYPE         PRODUCT                 CONFIRMED
    -----             ----         -------                 ---------


Walgreen              Chain        Cold-Eeze                   yes






BY: /S/ GUY QUIGLEY                          BY: /S/ RUSSELL MITCHELL
    ---------------                              --------------------
   The Quigley Corporation                       Russell Mitchell



Date 3/4/96                                 Date  3/8/96
----------------------------                      -------------------------

Witness /S/ CHARLES PHILLIPS                Witness /S/ LYNN MITCHELL
----------------------------                -------------------------------


THIS PAGE WILL BE AMENDED AND ADDED TO AS NEW ACCOUNTS ARE ESTABLISHED

<PAGE>

                                  SCHEDULE "B"

                         COMMISSION - TERMS - PROCEDURES

1. COMMISSIONS:(a) On moneys received by the Company,  from sales established by
the  BROKER,  through  any  national  commercial  chain  stores  for the sale of
COLD-EEZE,  in quantities up to and including $100,000.00,  in collective sales,
in any given  month,  the broker  will be entitled  to a  commission  of 10% ten
percent  on  all  sales,  after  all  appropriate  deductions  have  been  made.
Thereafter, within that given month, the broker will be entitled to a commission
of 5% five percent.

NOTE:  THE  APPROPRIATE  DEDUCTIONS  SHALL BE  CONSTRUED  AS SHIPPING & HANDLING
CHARGES,  REPACKAGING, COOP ADVERTISING AND ANY SPECIAL ARRANGEMENTS MADE BY THE
BROKER IN THE ESTABLISHMENT OF AN ACCOUNT.

         COMMISSIONS:(b)  On sales  secured  through an  established  mail order
entity,  for the sale of  COLD-EEZER  PLUS,  where the  broker is paying for the
advertising  costs,  the broker will be entitled to a  commission  of 20% of the
sale amount, assuming the mail order company is prepared to accept the company's
sale price, which will be in keeping with current available distributor prices.

         MASTER BROKER
         COMMISSIONS(c)   On  Sales   secured   through   established   National
Wholesalers and Retail Chain Stores, the broker will be entitled to a commission
of 2% (two percent) on all sales for the first year of any account, with 1% (one
per cent)  thereafter,  in accordance  with the terms of this agreement and only
after all  appropriate  deductions  have been made.  It is understood to acquire
this  commission,  the broker  will act as liaison  between  the Company and all
other  brokers.  This  section does not apply to sales  secured  directly by the
Broker personally.

2.  TERMS.  Reputable  distributors  will be offered 2% 10, net 30 days  payment
terms, subject to the company accepting their credit information.

3.  PROCEDURES.  The broker will be responsible for ensuring orders received are
in keeping with the company's  terms and that the minimum order to a distributor
using COLD-EEZER PLUS is one master case of sixty units and alternatively within
the commercial COLD-EEZE marketplace where one master case consists of 24 units.
The broker has the facility of having  COLD-EEZE  shipped in individual cases to
retailers,  which have to be paid for in advance,  either by check or  utilizing
the company's merchant credit card facilities.


<PAGE>

4. PRICE  LISTS:  Price lists are subject to change on fourteen  days notice and
shall be made available by the company to the broker at all times.


BY: /S/ GUY QUIGLEY                         BY: /S/ RUSSELL MITCHELL
-----------------------------               ---------------------------------
   The Quigley Corporation                      Russell Mitchell


Date     3/4/96                            Date     3/8/96
         --------------------                       -------------------------

Witness /S/ CHARLES PHILLIPS               Witness /S/ LYNN MITCHELL
----------------------------                       --------------------------

                                       -2-

<PAGE>

                                    ADDENDUM
                        TO NON EXCLUSIVE BROKER AGREEMENT
                                     between
                  The Quigley Corporation AND Russell Mitchell
                                NEW SCHEDULE "B"
                         COMMISSION - TERMS - PROCEDURES

         1.   COMMISSIONS:   FOR  SALES   ESTABLISHED   THROUGH   A   COMMERCIAL
DISTRIBUTORSHIP  FOR THE SALE OF COLD-EEZE(TM) AND FOR SALES ESTABLISHED THROUGH
A DISTRIBUTOR SERVING THE ALTERNATIVE MARKETPLACE, UTILIZING COLD-EEZER PLUS, IN
QUANTITIES UP TO AND  INCLUDING  $100,000.00  IN  COLLECTIVE  SALES IN ANY GIVEN
MONTH, THE BROKER WILL BE ENTITLED TO A COMMISSION OF (8%) EIGHT PERCENT. ON ALL
SALES  THEREAFTER  THE BROKER  WILL BE  ENTITLED  TO A  COMMISSION  OF (5%) FIVE
PERCENT.

         2. BONUS COMMISSION: ON ALL SALES SECURED IN THE COMMERCIAL MARKETPLACE
FOR THE SALE OF COLD-EEZE(TM) OR COLD-EEZER PLUS, THE BROKER WILL BE ENTITLED TO
SHARE,  ON A 50/50 BASIS,  ANY EXTRA MONIES,  RECEIVED BY THE COMPANY,  OVER AND
ABOVE THE  COMPANY'S  CURRENT  DISTRIBUTOR  PRICE  LIST,  AFTER ALL  APPROPRIATE
DEDUCTIONS HAVE BEEN MADE.

         3. MAIL ORDER  COMMISSIONS:  FOR SALES SECURED  THROUGH AN  ESTABLISHED
MAIL  ORDER  ENTITY,  FOR  COLD-EEZER  PLUS,  WHERE THE BROKER IS PAYING FOR THE
ADVERTISING  COSTS,  THE BROKER WILL BE ENTITLED TO A  COMMISSION  OF 20% OF THE
SALE AMOUNT  ASSUMING THE MAIL ORDER COMPANY IS PREPARED TO ACCEPT THE COMPANY'S
SALE  PRICE,  WHICH  WILL BE IN  KEEPING  WITH  CURRENT  AVAILABLE  PROFESSIONAL
DISTRIBUTOR PRICES.

         4. COOP  ADVERTISING:  IN THE EVENT THAT ANY  ENTITY  DOES NOT ACCEPT A
BARTER  ARRANGEMENT OF PRODUCT FOR COOP ADVERTISING,  THE MONETARY PAYMENTS MADE
TO ANY SUCH ENTITY WILL BE DEDUCTED PRIOR TO ANY  COMMISSIONS  BEING PAID TO THE
BROKER.

         5.  TERMS:  REPUTABLE  DISTRIBUTORS  CAN BE  OFFERED 2% 10, NET 30 DAYS
PAYMENT TERMS, SUBJECT TO THE COMPANY ACCEPTING THEIR CREDIT INFORMATION.

         6.  PROCEDURES:  THE BROKER WILL BE  RESPONSIBLE  FOR  ENSURING  ORDERS
RECEIVED ARE IN KEEPING WITH THE COMPANY'S TERMS AND THAT THE MINIMUM ORDER TO A
DISTRIBUTOR  USING  COLD-EEZER  PLUS IS ONE  MASTER  CASE  OF  SIXTY  UNITS  AND
ALTERNATIVELY WITHIN THE COMMERCIAL  COLD-EEZE(TM)  MARKETPLACE WHERE ONE MASTER
CASE CONSISTS OF 24 UNITS.  THE BROKER HAS THE FACILITY OF HAVING  COLD-EEZE(TM)
SHIPPED IN INDIVIDUAL CASES TO RETAILERS,  WHICH HAVE TO BE PAID FOR IN ADVANCE,
EITHER BY CHECK OR UTILIZING THE COMPANY'S MERCHANT CREDIT CARD FACILITIES.

<PAGE>

         7. PRICE  LISTS:  CURRENT  PRICE LISTS SHALL BE MADE  AVAILABLE  BY THE
COMPANY TO THE BROKER AT ALL TIMES.


BY: GUY QUIGLEY                               BY: /S/ RUSSELL MITCHELL
    ----------------------------                  --------------------
    The Quigley Corporation                       Russell Mitchell



Date  6/6/95                                  Date   6/20/95
      --------------------------                     -----------------

Witness /S/ CHARLES PHILLIPS                  Witness /S/ LYNN MITCHELL
        --------------------                          -----------------


                                       -2-